Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Berkshire Hills Bancorp, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

N/A

(2)

Aggregate number of securities to which transaction applies:

N/A

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

N/A

(4)

Proposed maximum aggregate value of transaction:

N/A

(5)

Total fee paid:

N/A

☐ Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

N/A

(2)

Form, Schedule or Registration Statement No.:

N/A

(3)

Filing Party:

N/A

(4)

Date Filed:

N/A

SUPPLEMENT TO PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 14, 2020

April 30, 2020

This Supplement to our Proxy Statement dated April 3, 2020 (the “2020 Proxy Statement”) is furnished on or about April 30, 2020 to stockholders of Berkshire Hills Bancorp, Inc. (“Berkshire” or the “Company”) in connection with the solicitation by our Board of Directors of proxies to be voted at the 2020 Annual Meeting of Stockholders to be held on May 14, 2020, at 3:00 p.m., Eastern Time. On or about April 3, 2020, the Company mailed to stockholders of record as of March 19, 2020 a notice containing instructions on how to access our Annual Meeting materials, including a proxy statement containing important information about the items of business to be considered at the Annual Meeting, how to request paper copies of these materials and how to vote online or by telephone.

Our 2020 Proxy Statement inadvertently omitted information regarding the number of meetings held by committees of the Board of Directors during 2019. The sole purpose of this supplement is to provide the omitted information. No other changes have been made to the Annual Meeting materials. The additional information provided in this supplement should be read in conjunction with our other Annual Meeting materials, including the 2020 Proxy Statement.

	Audit Committee	Compensation Committee	Corporate Governance & Nominating Committee	Corporate Responsibility & Culture Committee	Risk Management & Capital Committee	Compliance & Regulatory Committee
Number of Meetings in 2019	18	7	8	6*	7	7
* The Corporate Responsibility and Culture Committee was formed by the Board of Directors in March 2019.